Filed by FMC Technologies, Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject Companies: FMC Technologies, Inc., Technip S.A. and TechnipFMC Limited
Date: August 8, 2016
This filing
relates to a proposed business combination involving
FMC Technologies, Inc., Technip S.A. and TechnipFMC Limited
(Subject Company Commission File No.: 001-16489)
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This message has been sent to all employees.
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August 8, 2016
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A few weeks ago, we announced that a Program Management Office (PMO) organization had been established to oversee the joint integration planning activities
required to position TechnipFMC for day one success and beyond.
Since then, our two companies have been working together to develop the PMO
structure, governance and operating principles, and to identify key appointments.
Overall leadership of the PMO is with Thierry Pilenko, Technips
Chairman and CEO, and Doug Pferdehirt, FMC Technologies President and COO.
Executive Sponsor Team (EST)
Reporting to them is the EST, which is made up of the recently announced leadership team of TechnipFMC.
PMO Core Team
This team will oversee execution of the
pre-merger integration planning activities:
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Cross Workstreams
(integrated into the PMO)
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Name
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Synergy Tracking
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François Dhaussy
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Regulatory
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Charles Henri
Prou
Mark Wolf
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Organization Design
and Integration Support
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Akif
Ahmad
Charles Cessot
Laurent
Chhuon-Nougarede
Damien Fornier de Violet
Lior
Keren
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HR Support
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Magali
Castano
Catherine Gillings
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PMO Communication
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Marcela
Albuquerque
Nicola Cameron
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Day One
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Frank Luongo
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Structuring (Legal, Tax)
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Jose
Cadena
Sophie Maddaloni
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Planning
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François-Xavier (FX) Derreumaux
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Finance Controller
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Narinder Sahai
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Administration Support
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Zuzana Helmeciova
(Paris)
Kathy Randall (Houston)
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Functional and Business Workstreams
To date, we have established several workstreams and the majority of the lead appointments have been confirmed. Each workstream has at least one executive
sponsor. One of the key roles of the workstream leads is to ensure that the business and/or function and/or regional heads in the respective FMC Technologies and Technip organizations are fully involved in the integration planning process:
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Functional Workstreams
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Workstream Lead(s)
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Executive Sponsor(s)
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Subsea Integration
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Sanjay Bhatia
Frederic Clos
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Barry
Glickman
Hallvard Hasselknippe
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Surface & On/Off Integration
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Massimo Bianchi
Xavier Tison
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Richard
Alabaster
Nello Uccelletti
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Shared Services / Global Business Services (GBS)
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Andrew Cort
Florence Rocle
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Mark
Scott
Julian Waldron
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Supply Chain / Procurement
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Nghia Ngo
Finn Erik Skjelby
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Julian Waldron
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HR & Policies
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Youssef Bouni
Mike Turner
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Thierry
Parmentier
Mark Scott
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Facilities
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Stephen Siegel
Bob Sullivan
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Mark Scott
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Communication / Branding
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Pascale Dumon-Poiret
Nicola Mawer
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Mark Scott
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IT
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Patrick Giraudeau
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Julian Waldron
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Finance
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Matt Acosta
Philippe Dorlencourt
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Maryann Mannen
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Legal & Compliance
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Yngve Rygh Larsen
Stephen Siegel
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Dianne Ralston
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R&D
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David Kaye
Lorianna Vandenberg
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Brad Beitler
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Quality
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Francesco Collu
Richard Lalor
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Mark Scott
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Key Account Management
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Arild Selvig
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Tore Halvorsen
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HSE
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Scott Bogema
Jessica Lebrun
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Mark Scott
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Security
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Sheryl Byrd
Julien Rambeau
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Mark Scott
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Insurance
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Jean Francois Corbel
Connie Guy
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Maryann Mannen
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Business Workstreams
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Subsea Projects
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Sanjay Bhatia
Frederic Clos
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Hallvard Hasselknippe
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Subsea Services
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Jamie Hinch
Jean Jacques Quesnel
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Barry Glickman
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Products (including Manufacturing)
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Jean-Louis Rostaing
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Julian Waldron
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Onshore / Offshore
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Massimo Bianchi
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Nello Uccelletti
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Surface
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Iain Duncan
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Richard Alabaster
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Next steps
We will
identify regional integration leads and the remaining functional leads. In the meantime, our joint integration planning teams will continue to work toward the successful execution of the proposed merger, paving the way for the creation of a new and
unique company.
Business as usual
While these
efforts continue, it is vital that both companies independently remain fully focused on execution and serving our customers. Thank you for your continued support and flexibility throughout this critical pre-merger phase.
Julian Waldron and Nicolas Gillier
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication
contains forward-looking statements. All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements usually relate to future events and anticipated revenues, earnings,
cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words believe, expect, anticipate, plan, intend,
foresee, should, would, could, may, estimate, outlook and similar expressions, including the negative thereof. The absence of these words, however, does not mean
that the statements are not forward-looking. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management
believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory
or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how TechnipFMC Limited (to be
renamed TechnipFMC plc) (TechnipFMC) should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which
they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies
will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to
unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies industries; ability to hire and retain key personnel; ability to
successfully integrate the companies businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients
and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or
political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties critical accounting estimates and legal
proceedings; and the parties international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could
cause actual results to differ materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties businesses,
including those described in FMC Technologies (FMC Technologies) Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC
with the United States Securities and Exchange Commission (the SEC) and those described in Technip S.A.s (Technip) annual reports, registration documents and other documents filed from time to time with the French
financial markets regulator (Autorité des Marchés Financiers or the AMF). We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no
obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
No Offer or Solicitation
This communication is
not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into
any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate
or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Will be Filed with the SEC
TechnipFMC will file with the SEC a registration statement on Form S-4, which will include the proxy statement of FMC Technologies that also constitutes a
prospectus of TechnipFMC (the proxy statement/prospectus).
INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS
. Investors and stockholders will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and
other documents filed with the SEC on FMC Technologies website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technips website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Will be Made Available in an Information Document
Technip will prepare an information document to be made available in connection with the Technip meeting of stockholders called to approve the proposed
transaction (the Report).
INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the information document from
Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in an Prospectus Prepared in accordance with
the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive
2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the Admission Prospectus).
INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS,
AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC
TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS
. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC
Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed
transactions contemplated by the proxy statement/prospectus and the report. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Technip, respectively, in
connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding FMC
Technologies directors and executive officers is contained in FMC Technologies Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are
filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technips directors and executive officers is contained in Technips Annual Report for the year ended December 31, 2015
filed with the AMF and can be obtained free of charge from the sources indicated above.
FMC Technologies Technip
Integration Organization Structure & Sponsors/Workstream Appointments
Executive Chairman Thierry Pilenko
CEO Doug Pferdehirt
Integration Executive Sponsor Julian Waldron
Executive Sponsor Team
Richard Alabaster
Brad Beitler
Barry Glickman
Tore Halvorsen
Hallvard Hasselknippe
Maryann Mannen
Thierry Parmentier
Dianne Ralston
Mark Scott
Nello Uccelletti
Julian Waldron
PMO Core Team Nicolas Gillier
Current Executive Committees
Synergy Tracking François Dhaussy
Regulatory Charles Henri Prou
Mark Wolf
Organization Design & Integration Support
Akif Ahmad
Charles Cessot
Laurent Chhuon-Nougarede
Damien Fornier de Violet
Lior Keren
HR Support
Magali Castano
Catherine Gillings
PMO Communication Marcela Albuquerque
Nicola Cameron
Day One Frank Luongo
Structuring (Legal, Tax) Jose Cadena
Sophie Maddaloni
Clean Room TBA
Planning François-Xavier (FX) Derreumaux
Finance Controller Narinder Sahai
Administration Support Zuzana Helmeciova (Paris) Kathy
Randall (Houston)
Subsea Integration
Leads:
Sanjay Bhatia Frederic Clos
Sponsors:
Barry Glickman Hallvard Hasselknippe
Surface & On/ Off Integration
Leads:
Massimo Bianchi Xavier Tison
Sponsors:
Richard Alabaster Nello Uccelletti
Shared Services / Global Business Services (GBS)
Leads:
Andrew Cort Florence Rocle
Sponsors:
Mark Scott Julian Waldron
Supply Chain / Procurement
Leads:
Nghia Ngo Finn Erik Skjelby
Sponsor:
Julian Waldron
HR & Policies
Leads:
Youssef Bouni Mike Turner
Sponsors:
Thierry Parmentier Mark Scott
Facilities
Leads:
Stephen Siegel Bob Sullivan
Sponsor:
Mark Scott
Communication / Branding
Leads:
Pascale Dumon-Poiret Nicola Mawer
Sponsor:
Mark Scott
IT
Lead:
Patrick Giraudeau
Sponsor:
Julian Waldron
Finance
Leads:
Matt Acosta Philippe Dorlencourt
Sponsor:
Maryann Mannen
Legal & Compliance
Leads:
Yngve Rygh Larsen Stephen Siegel
Sponsor:
Dianne Ralston
R&D
Leads:
David Kaye Lorianna Vandenberg
Sponsor:
Brad Beitler
Quality
Leads:
Francesco Collu Richard Lalor
Sponsor:
Mark Scott
Key Account Management
Lead:
Arild Selvig
Sponsor:
Tore Halvorsen
HSE
Leads:
Scott Bogema Jessica Lebrun
Sponsor:
Mark Scott
Security
Leads:
Sheryl Byrd Julien Rambeau
Sponsor:
Mark Scott
Insurance
Leads:
Jean Francois Corbel Connie Guy
Sponsor:
Maryann Mannen
Regions
Subsea Projects Leads: Sanjay Bhatia Frederic Clos Sponsor: Hallvard
Hasselknippe
Subsea Services Leads: Jamie Hinch Jean Jacques Quesnel Sponsor: Barry Glickman
Products (including Manufacturing) Leads: Jean-Louis Rostaing Sponsor: Julian Waldron
Onshore / Offshore Lead: Massimo Bianchi Sponsor: Nello Uccelletti
Surface Lead: Iain Duncan Sponsor: Richard Alabaster
Workstream lead
for Change Management will be communicated at a later date
Key
Cross
Workstreams
(integrated to PMO)
Functional Workstreams
Regional Workstreams
Business Workstreams
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Important Information for Investors and Security holders
Forward-Looking Statements
This communication contains
forward-looking statements. All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended
(the Securities Act), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements usually relate to future events and anticipated revenues, earnings,
cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words believe, expect, anticipate, plan, intend,
foresee, should, would, could, may, estimate, outlook and similar expressions, including the negative thereof. The absence of these words, however, does not mean
that the statements are not forward-looking. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management
believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory or
stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how TechnipFMC Limited (to be
renamed TechnipFMC plc) (TechnipFMC) should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which
they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies
will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to
unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies industries; ability to hire and retain key personnel; ability to
successfully integrate the companies businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients
and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or
political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties critical accounting estimates and legal
proceedings; and the parties international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
All
of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations
or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties businesses, including those described in FMC Technologies (FMC Technologies) Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the SEC) and
those described in Technip S.A.s (Technip) annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des Marchés Financiers or the
AMF). We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the
date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved
by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails
or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Will be Filed with the SEC
TechnipFMC will file with the SEC a registration statement on Form S-4, which will include the proxy statement of FMC Technologies that also constitutes a
prospectus of TechnipFMC (the proxy statement/prospectus).
INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and
other documents filed with the SEC on FMC Technologies website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technips website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Will be Made Available in an Information Document
Technip will prepare an information document to be made available in connection with the Technip meeting of stockholders called to approve the proposed
transaction (the Report).
INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the information document from Technip on its website
at www.technip.com.
Important Additional Information Will be Made Available in an Prospectus Prepared in accordance with the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new
shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the Admission Prospectus).
INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY
READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the
Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the proxy statement/ prospectus and the report. Information regarding the persons who are,
under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding FMC Technologies directors and executive officers is contained in FMC Technologies Annual Report on
Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding
Technips directors and executive officers is contained in Technips Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.
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